SCHEDULE 13G/A 0001597786 XXXXXXXX LIVE 4 Class A common stock, $0.01 par value per share 06/30/2025 0001871509 PORTILLO'S INC. 73642K106 2001 Spring Road, Suite 400 Oak Brook IL 60523 Rule 13d-1(d) Berkshire Partners Holdings LLC b DE 0 3859067 0 3859067 3859067 N 5.2 OO Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 units of PHD Group Holdings LLC ("LLC Units") held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC. Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons. BPSP, L.P. b DE 0 3859067 0 3859067 3859067 N 5.2 PN Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 LLC Units held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC. Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons. Berkshire Partners LLC b MA 0 3859067 0 3859067 3859067 N 5.2 IA Rows 6, 8 and 9 include 3,859,067 shares of Class A common stock outstanding, which is the sum of (i) 1,045,630 shares of Class A common stock held by Berkshire Fund VIII-A L.P., and (ii) 2,813,437 LLC Units held by Berkshire Fund VIII, L.P., Berkshire Investors III LLC, and Berkshire Investors IV LLC. Row 11 is based on 74,719,017 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,813,437 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Reporting Persons. Berkshire Fund VIII, L.P. b DE 0 2516498 0 2516498 2516498 N 3.4 PN Row 11 is based on 74,422,078 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 2,516,498 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are directly owned by Berkshire Fund VIII, L.P. Berkshire Fund VIII-A, L.P. b DE 0 1045630 0 1045630 1045630 N 1.5 PN Row 11 is based on 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025. Berkshire Investors III LLC b MA 0 69164 0 69164 69164 N 0.1 OO Row 11 is based on 71,974,744 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 69,164 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are directly owned by the Berkshire Investors III LLC. Berkshire Investors IV LLC b DE 0 227775 0 227775 227775 N 3.2 OO Row 11 is based on 72,133,352 shares of Class A common stock outstanding, which is the sum of (i) 71,905,580 shares of Class A common stock outstanding as of July 29, 2025, as set forth in the Form 10-Q filed by the Issuer with the Commission on August 5, 2025, and (ii) 227,775 LLC Units that are exchangeable for shares of Class A common stock on a one-for-one basis, which are beneficially owned by the Berkshire Investors IV LLC. PORTILLO'S INC. 2001 Spring Road, Suite 400, Oak Brook, IL 605523 This Statement is being filed on behalf of Berkshire Partner Holdings LLC ("BPH"), Berkshire Investors III LLC ("Berkshire Investors III"), Berkshire Investors IV LLC ("Berkshire Investors IV"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Fund VIII, L.P. ("VIII"), Berkshire Partners LLC ("BP"), and BPSP, L.P. ("BPSP") (each, a "Reporting Person" and, collectively, the "Reporting Persons"). Certain of the Reporting Persons make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. BPH is the general partner of BPSP, which is the managing member of BP. Eighth Berkshire Associates LLC ("8BA"), which is managed by an investment committee of more than three members (the "Committee"), is the general partner of VIII and VIII-A. The Committee also manages each of Berkshire Investors III and Berkshire Investors IV. BP is the investment adviser for VIII and VIII-A. The Committee makes investment and voting decisions for VIII and VIII-A by majority vote. Based on the foregoing and the relationships described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons admit to being part of a group or have agreed to act as a group. Joshua Lutzker, a Managing Director of BP, is a director of the Issuer. An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit 1. The following address is the principal business office of each of the Reporting Persons: 200 Clarendon Street, 35th Floor Boston, Massachusetts 02116-5021 Each of BPH, BPSP, Berkshire Investors IV, VIII-A, and VIII is organized under the laws of the State of Delaware. Each of BP and Berkshire Investors III is organized under the laws of the Commonwealth of Massachusetts. Y The responses of the Reporting Persons to Row (9) of the cover pages of this Statement are incorporated herein by reference. 8BA is the general partner of VIII and VIII-A. BP, a registered investment adviser, is the investment manager for VIII and VIII-A. As the managing member of BP, BPSP may be deemed to beneficially own the securities that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own the securities that are beneficially owned by BPSP. However, BPSP and BPH disclaim beneficial ownership of such securities, and the filing of this Statement shall not be construed as an admission that BPSP or BPH is, for the purpose of Section 13(d) of the Act, the beneficial owner of such securities beneficially owned by BP. The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference. As of June 29, 2025 the Reporting Persons beneficially owned in the aggregate 3,859,067 shares of Class A common stock, including 2,813,437 shares of Class A common stock issuable upon the conversion of an equal number of units of PHD Group Holdings LLC, representing approximately 5.2% of the shares of Class A common stock outstanding (based on the number of shares outstanding as of July 29, 2025, as provided in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2025). The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. Y N Under certain circumstances, partners, members or managed accounts of a Reporting Person or another person named above in Item 4, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock beneficially owned by such Reporting Person. Y N See Item 4(a) above. Y Y Berkshire Partners Holdings LLC /s/ Kenneth S. Bring 08/13/2025 BPSP, L.P. /s/ Kenneth S. Bring 08/13/2025 Berkshire Partners LLC /s/ Kenneth S. Bring 08/13/2025 Berkshire Fund VIII, L.P. /s/ Kenneth S. Bring 08/13/2025 Berkshire Fund VIII-A, L.P. /s/ Kenneth S. Bring 08/13/2025 Berkshire Investors III LLC /s/ Kenneth S. Bring 08/13/2025 Berkshire Investors IV LLC /s/ Kenneth S. Bring 08/13/2025